Mergers and Acquisitions in Germany. Dieter Beinert Frank Burmeister Hermann-Josef Tries
|
|
- Merilyn Francis
- 6 years ago
- Views:
Transcription
1 Mergers and Acquisitions in Germany Dieter Beinert Frank Burmeister Hermann-Josef Tries Verlag C.H. Beck Munchen 2009
2 Abbreviations Summary A. Introduction 1 B. The Corporate Environment 2 I. Common Forms of Doing Business 2 II. Majority Rights and Minority Protection 16 III. Shareholder Liability and Piercing the Corporate Veil 19 IV. Sources of Information 22 C. The Regulatory Framework 25 I. General 25 II. Restrictions on Acquisitions 25 III. Securities Law 28 IV. Disclosure Obligations 31 V. Insider Trading Rules 40 D. Merger Control and Competition Law 42 I. German Merger Control 42 II. Other German Competition Law Aspects 45 III. EU Merger Control 45 E. Types of Transactions 49 I. General 49 II. Acquisition of Assets 49 III. Acquisition of Shares 54 IV. Asset Purchase Transactions compared with Share Purchase Transactions 58 V. Corporate Reorganisations 60 VI. Takeovers and Tender Offers 63 VII. Leveraged Buy-outs and Management Buy-outs 80 F. Financing Methods 88 I. Introduction 88 II. Equity 88 III. Senior Debt 90 IV. Mezzanine Debt 91 V Capitalisation Rules 92 VI. Financial Assistance 92 VII. Availability of Local Financing 93 G. Taxation Aspects 95 I. Principles of the Tax System and Relevant Taxes 95 II. Acquisition Strategies 103 ELL Germany as a Location for Holding Companies 109 H. Labour Law Ill I. Individual Labour Law Ill IX XIII
3 XII Summary II. Collective Bargaining Agreements (Tarifvertriige) 112 III. Co-determination (Mitbestimmung) 113 IV. Particular Aspects Relative to Acquisitions 115 I. Negotiating the Acquisition Contract 119 I. General Background 119 II. Due Diligence 120 III. Obligation to Negotiate in Good Faith 121 IV. Letter of Intent and Pre-contract 121 V. Important Elements of Contract 122 VI. Formal Requirements 126 J. Corporate Insolvency Law 129 I. Tests for Insolvency 129 II. Filing for Insolvency 129 III. Insolvency Administration 130 IV. Types of Procedure 130 V. Satisfaction of Creditors 130 Appendices 133 I. Glossary 133 II. Legal Forms of Business Organisations in Germany 139 III. German Merger Control Questionnaire 140 Fv". Timeline for a Voluntary Takeover Bid 142 V. Legal Due Diligence Checklist 143 VI. Related Legal Literature (in English) 147 VII. Useful Weblinks 148 VIII. Useful Addresses 149 IX. English Translations of Selected German Statutes 150 Index 151
4 Abbreviations Summary A. Introduction 1 B. The Corporate Environment 2 I. Common Forms of Doing Business 2 1. Overview 2 2. Sole Proprietorship (Einzelkaufmannisches Unternehmen) 3 3. Civil Law Partnership (Gesellschaft Burgerlichen Rechts) 3 4. General Partnership (Offene Handelsgesellschaft) 4 5. Limited Partnership (Kommanditgesellschaft) 5 6. GmbH & Co. KG 5 7. Silent Partnership (Stille Gesellschaft) 6 8. Limited Liability Company (Gesellschaft mil beschrankter Haftung) Entrepreneur Company (Unternehmergesellschaft) Stock Corporation (Aktiengesellschaft) 9 a) Establishment 9 b) Management Board 9 c) Supervisory Board 11 d) Shareholders' Meeting 12 e) Shares and Voting Rights 12 f) Squeeze-out of Minority Shareholders 13 g) REIT-AG Partnership Limited by Shares (Kommanditgesellschaft aufaktien) European Company (Europaische Gesellschaft or Societas Europaea) Foreign Companies in Germany 16 II. Majority Rights and Minority Protection Majority Rights Minority Protection 18 III. Shareholder Liability and Piercing the Corporate Veil Pre-incorporation Liability Capital Contributions and Repayment of Capital Contractual, Pre-contractual and Tort Liability Breach of a Fiduciary Duty Commingling of Assets Exercise of Controlling Influence 21 a) Control Agreements 21 b) Factual Control Situations 22 c) Rights of Creditors 23 IV. Sources of Information Commercial Register Company Register Further Sources 24 C. The Regulatory Framework 25 I. General 25 IX XI
5 XIV II. Restrictions on Acquisitions Restrictions on Acquisitions by Non-residents 25 a) Control of Foreign Investments 25 b) Exchange Control 26 c) Reporting Requirements Licensing Requirements Restrictions under Company Law Restrictions under the Takeover Act Merger Control 27 III. Securities Law Requirement for Securities Prospectus Stock Exchanges 29 a) Listing 30 b) De-listing 30 IV. Disclosure Obligations Disclosure Relating to Marketing of Securities or Other Participations Periodic Disclosure Relating to Listed Securities Ad Hoc Disclosure Disclosure Relating to Directors' Dealings Disclosure Relating to Major Holdings of Shares 34 a) Non-listed Corporations 34 b) Listed Corporations Notification of Share Transfers, Registration Disclosure to Commercial Register Financial Disclosure Disclosure in Tender Offers Corporate Governance Disclosure Annual Document 40 V. Insider Trading Rules 40 D. Merger Control and Competition Law 42 I. German Merger Control General Definition of Mergers : Notification Prohibition of Mergers Appeals, Private Suits Dissolution 45 II. Other German Competition Law Aspects 45 III. EU Merger Control General Definition of Concentration Definition of Community Dimension Notification and Review Procedure Standard of Review EFTA Merger Control 48 E. Types of Transactions 49 I. General 49 II. Acquisition of Assets General 49
6 XV 2. Specification of Assets and Liabilities Transfer of Assets and Liabilities Statutory Assumption of Liabilities Bona Fide Acquisition Acquisition of an Insolvent Business Tax Aspects 54 III. Acquisition of Shares General Scope of Transfer Transfer of Shares in Different Types of Company 56 a) Partnership 56 b) GmbH 56 c) Stock Corporation Statutory Assumption of Liabilities Bona Fide Acquisition Tax Aspects 58 IV. Asset Purchase Transactions compared with Share Purchase Transactions 58 V. Corporate Reorganisations General Types of Reorganisation 60 a) Merger or Consolidation (Verschmelzung) 60 b) Splitting (Spaltung) 60 c) Transfer of Assets (Vermogensubertragung) 61 d) Change of Legal Form (Formwechsel) Reorganisation Procedure Tax Aspects Cross-border Mergers 62 VI. Takeovers and Tender Offers General Public Tender Offers under the Takeover Act 65 a) Scope 65 b) Basic Principles 65 c) Rules and Regulations Applying to all Types of Public Bids^ d) Special Rules and Regulations Applying to Takeover Bids 67 e) Mandatory Offer 68 f) Takeover Squeeze-out and Sell-out 69 g) Supervision and Sanctions Barriers to Takeovers 70 a) Identification of Shareholders 71 b) Management Control 71 c) Protection of Corporation 72 d) Protection of Minority Shareholders Pre-bid Defensive Tactics 74 a) Restricted Registered Shares (Vinkulierte Namensaktien) 74 b) Change of Majority Requirements 75 c) Appointment Rights and Staggered Supervisory Board 76 d) Cross-shareholdings (Uberkreuzverflechtungen) Post-bid Defensive Tactics 77 a) Use of Authorised Capital (Genehmigtes Kapital) 78 b) Special Dividend 79
7 XVI c) Acquisition and Disposal of Own Shares 79 d) Disposal of Assets ('Crown Jewels') 80 e) Search for a Competing Bidder ('White Knight') 81 VII. Leveraged Buy-outs and Management Buy-outs Introduction Financing Structure 81 a) Equity 82 b) Senior Debt 82 c) Mezzanine Debt 82 d) Shareholder Loans Structure of Transaction 83 a) Acquisition Vehicle 83 b) Asset or Share Transaction? 84 c) Capital Maintenance Rules Refined Concepts for Share Transactions 85 a) Merger Model 86 b) Combination Model 86 c) Accretion Model Management Duties in MBOs 87 F. Financing Methods 88 I. Introduction 88 II. Equity GmbH Stock Corporation Commercial Partnership 90 in. Senior Debt Loans Straight Bonds 91 IV. Mezzanine Debt 91 V Capitalisation Rules Undercapitalisation Debt-Equity Ratio 92 VI. Financial Assistance 92 VII. Availability of Local Financing ' 93 G. Taxation Aspects 95 I. Principles of the Tax System and Relevant Taxes Individual Income Tax (Einkommensteuer) Corporate Income Tax (Korperschaftsteuer) Income Taxation of Partnerships Solidarity Surcharge (Solidaritatszuschlag) Trade Tax (Gewerbesteuer) Taxation of Dividends 96 a) Withholding Tax on Dividends 96 b) Taxation at the Level of the Shareholder Net Assets Tax (Vermogensteuer) Value Added Tax (Umsatzsteuer) 98, 9. Real Estate Transfer Tax (Grunderwerbsteuer) Stamp Duties and Notarial Fees Group Taxation (Organschaft) 100
8 XVII 12. Loss Carry-forward (Verhistvortrag) and Loss Carry-back (Verlustrucktrag) Use and Transfer of Loss Carry-forwards Deductibility of Interest 102 II. Acquisition Strategies General Share Purchase Transaction 103 a) Seller's Position 103 b) Purchaser's Position Asset Purchase Transaction 107 a) Seller's Position 107 b) Purchaser's Position Conflict of Interest between Seller and Purchaser 109 III. Germany as a Location for Holding Companies 109 H. Labour Law Ill I. Individual Labour Law Ill II. Collective Bargaining Agreements (Tarifvertrdge) 112 III. Co-determination (Mitbestimmung) Shop-Floor Level Co-determination (Betriebliche Mitbestimmung) Board Level Co-determination (Unternehmerische Mitbestimmung). 114 W. Particular Aspects Relative to Acquisitions Share Transaction Asset Transaction 115 a) Transfer of Employment Contracts 115 b) Co-determination 117 I. Negotiating the Acquisition Contract 119 I. General Background 119 II. Due Diligence 120 III. Obligation to Negotiate in Good Faith 121 IV. Letter of Intent and Pre-contract 121 V. Important Elements of Contract Parties Subject Matter Closing and Transfer Date ~ Purchase Price Representations and Warranties Legal Remedies Statute of Limitations Undertaking Not to Compete Participation in Legal Proceedings, Tax Audits and Merger Control Proceedings Arbitration or Venue Taxes and Costs Governing Law 126 VI. Formal Requirements Form of Contract; Notarisation 126 a) General 126 b) Notarisation Abroad Consents and Approvals Registration 128
9 XVIII J. Corporate Insolvency Law 129 I. Tests for Insolvency 129 II. Filing for Insolvency 129 III. Insolvency Administration 130 IV. Types of Procedure 130 V. Satisfaction of Creditors 130 Appendices 133 I. Glossary 133 II. Legal Forms of Business Organisations in Germany 139 III. German Merger Control Questionnaire 140 IV. Timeline for a Voluntary Takeover Bid 142 V. Legal Due Diligence Checklist 143 VI. Related Legal Literature (in English) 147 VII. Useful Weblinks 148 VIII. Useful Addresses 149 IX. English Translations of Selected German Statutes 150 Index 151
The GmbH. A Guide to the German Limited Liability Company. von Klaus J. Müller. 2<sup>nd</sup> edition
The GmbH A Guide to the German Limited Liability Company von laus J. Müller 2nd edition The GmbH Müller wird vertrieben von beck-shop.de Thematische Gliederung: GmbH-Gesetz Verlag C.H. Beck
More informationEmployment and Labor Law in Germany
German Law Accessible Employment and Labor Law in Germany von Stefan Lingemann, Robert von Steinau-Steinrück, Anja Mengel 2nd edition Employment and Labor Law in Germany Lingemann / Steinau-Steinrück /
More informationPAPER C05 Fundamentals of Ethics, Corporate Governance and Business Law Acorn chapters
PAPER C05 Fundamentals of Ethics, Corporate Governance and Business Law Acorn chapters 1 English law and other legal systems 2 Establishing contractual obligations 3 Legislation and performance of the
More informationTC 8: BUSINESS LAW - SYLLABUS AIMS OF THE COURSE
TC 8: BUSINESS LAW - SYLLABUS AIMS OF THE COURSE To develop candidates understanding of the broad range of basic legal principles and the ability to apply this knowledge in various business transactions.
More informationMedley Pharmaceuticals Limited
Model Letter Appointment of Independent Director Mr. ` Dear Mr. Date : SUBJECT: APPOINTMENT AS AN INDEPENDENT DIRECTOR I am pleased to inform you that upon recommendation of Remuneration Committee and
More informationEast Penn School District Secondary Curriculum
East Penn School District Secondary Curriculum A Planned Course Statement for I Course # 606 Grade(s) 9-12 Department: Computer and Business Applications Length of Period (mins.) 41 Total Clock Hours:
More informationTERMS OF REFERENCE FOR THE GOVERNANCE AND NOMINATING COMMITTEE
1. PURPOSE The main purpose of the Governance and Nominating Committee (the Committee ) is to provide a focus on governance that will enhance Primero Mining Corp. ( Primero or the Company ) performance,
More informationREBOSIS PROPERTY FUND LIMITED AUDIT AND RISK COMMITTEE TERMS OF REFERENCE
CONSTITUTION REBOSIS PROPERTY FUND LIMITED AUDIT AND RISK COMMITTEE TERMS OF REFERENCE The company has established an Audit and Risk Committee ( Committee ) to assist the board of directors in discharging
More informationAt Law, we are a team of dedicated legal advisors with extensive experience and specialist skills in various areas.
Law at EY At Law, we are a team of dedicated legal advisors with extensive experience and specialist skills in various areas. Law at EY We provide legal services independently or in close collaboration
More informationIntroduction to Emission Reduction Purchase Agreement (ERPA)
Introduction to Emission Reduction Purchase Agreement (ERPA) Definition and transaction type Parties seller and buyer Object CER, VER or other formal of emission reduction Type Forward contract Spot contract
More informationBOARD CHARTER JUNE Energy Action Limited ABN
BOARD CHARTER JUNE 2016 Energy Action Limited ABN 90 137 363 636 Contents Contents... 2 1 Overview... 3 2 Key Board Functions & Procedures... 5 3 Role of the Chairman... 9 4 Role of the Deputy Chairman...
More informationSAM Supplement Representations, Certifications and Other Statements of Offerors for Government Related Orders
PRIME Contractor/Offeror System Studies and Simulation Inc, 615 Discovery Drive, Huntsville, AL 35806 (256) 539-1700 SAM Supplement Representations, Certifications and Other Statements of Offerors for
More informationLASCO MANUFACTURING LIMITED CORPORATE GOVERNANCE POLICY
LASCO MANUFACTURING LIMITED CORPORATE GOVERNANCE POLICY 1 TABLE OF CONTENTS 1. INTRODUCTION...3 2. THE BOARD OF DIRECTORS... 4 3. COMPOSITION AND SELECTION OF DIRECTORS... 7 4. BOARD MEETINGS... 8 5. PERFORMANCE
More informationAURINIA PHARMACEUTICALS INC.
AURINIA PHARMACEUTICALS INC. MANDATE OF THE BOARD OF DIRECTORS (Approved June 21, 2018) A. Introduction AURINIA PHARMACEUTICALS INC. MANDATE OF THE BOARD OF DIRECTORS The primary responsibility of the
More informationGerman Corporate Governance Code
[Please note: Amendments to the Code compared with the version dated November 07, 2002 are highlighted in bold print and underlined] Government Commission German Corporate Governance Code Foreword This
More informationGerman Corporate Governance in International and European Context
Jean J. du Plessis Bernhard GroBfeld Claus Luttermann Ingo Saenger Otto Sandrock Matthias Casper German Corporate Governance in International and European Context Second Edition 4y Springer 1 An Overview
More informationThe quorum necessary for the transaction of business shall be two members.
Audit Committee Terms of Reference 1. Membership The Committee shall comprise at least three members. Where possible, the Committee shall include at least one member of the Remuneration Committee. Members
More informationSMITH & NEPHEW PLC TERMS OF REFERENCE OF THE AUDIT COMMITTEE
SMITH & NEPHEW PLC TERMS OF REFERENCE OF THE AUDIT COMMITTEE MEMBERSHIP 1. Members of the Audit Committee shall be appointed by the Board subject to annual re-election by shareholders at the AGM on the
More informationGerman Corporate Governance in International and European Context
German Corporate Governance in International and European Context von Jean J. du Plessis, Bernhard Großfeld, Claus Luttermann, Ingo Saenger, Otto Sandrock 1. Auflage 2007 German Corporate Governance in
More informationMORSES CLUB PLC ( MCL or the Company ) REMUNERATION and CORPORATE SOCIAL RESPONSIBILITY COMMITTEE ( RemCo or the Committee ) TERMS OF REFERENCE
1. Constitution MORSES CLUB PLC ( MCL or the Company ) REMUNERATION and CORPORATE SOCIAL RESPONSIBILITY COMMITTEE ( RemCo or the Committee ) TERMS OF REFERENCE This Committee is established under the authority
More informationMODULE AND FINAL EXAMINATION SYLLABUSES
MODULE AND FINAL EXAMINATION SYLLABUSES MODULE SYLLABUSES Qualification Programme examinations comprise four modules and a final examination. The coverage of each module is defined in competency-based
More informationCorporate and Business Law (MYS) (F4) June 2017 to March 2018
Corporate and Business Law (MYS) (F4) June 2017 to March 2018 This syllabus and study guide is designed to help with planning study and to provide detailed information on what could be assessed in any
More informationELDORADO GOLD CORPORATION BOARD OF DIRECTORS TERMS OF REFERENCE
ELDORADO GOLD CORPORATION BOARD OF DIRECTORS TERMS OF REFERENCE I. ROLES AND RESPONSIBILITIES The principal role of the Board of Directors ( Board ) is stewardship of Eldorado Gold Corporation (the Company
More informationCorporate and Business Law (MYS) (F4) December 2014 to June 2015
Corporate and Business Law (MYS) (F4) December 2014 to June 2015 This syllabus and study guide is designed to help with planning study and to provide detailed information on what could be assessed in any
More informationAppendix D Minimum Requirements For Developmental Resources For
Minimum For Developmental Resources For 2016 Request For Proposals For Long-Term Renewable Generation Resources For Entergy New Orleans, Inc. Entergy Services, Inc. July 13, 2016 MINIMUM REQUIREMENTS FOR
More informationLegal Issues around Carbon Credit Transactions and Introduction to Emission Reduction Purchase Agreement (ERPA) Yisong Guan
Legal Issues around Carbon Credit Transactions and Introduction to Emission Reduction Purchase Agreement (ERPA) Yisong Guan Easy Carbon Consultancy Co. Ltd. Definition and transaction type Parties seller
More informationCorporate Governance Rules. for. Quoted German Companies
German Panel on Corporate Governance Corporate Governance Rules for Quoted German Companies July 2000 German Panel on Corporate Governance * July 2000 Code of Best Practice for German Corporate Governance
More informationCYBG PLC. Board Governance & Nomination Committee. Charter
Charter Committee Role The CYBG Board (Board) Governance & Nomination Committee (Committee) is the Board level Governance & Nomination Committee (CYBG) and its subsidiaries including for the avoidance
More informationX5 RETAIL GROUP Rules on External Auditor Independence and Selection Adopted on 1 December 2015 by the Audit Committee
X5 RETAIL GROUP Rules on External Auditor Independence and Selection Adopted on 1 December 2015 by the Audit Committee 1. Purpose The purpose of these rules is to: Establish a process for assessing auditor
More informationCorporate and Business Law (GLO) (F4) September 2016 to August 2017
Corporate and Business Law (GLO) (F4) September 2016 to August 2017 This syllabus and study guide is designed to help with planning study and to provide detailed information on what could be assessed in
More informationIbstock plc. (the Company) Audit Committee - Terms of Reference
Ibstock plc (the Company) Audit Committee - Terms of Reference 1. PURPOSE 1.1 The role of the Audit Committee (the Committee) is to: monitor the integrity of the financial statements and related announcements
More informationCorporate and Business Law (SGP) (F4) June 2016 to March 2017
Corporate and Business Law (SGP) (F4) June 2016 to March 2017 This syllabus and study guide is designed to help with planning study and to provide detailed information on what could be assessed in any
More informationAll the members shall be financially literate and at least one (1) member of the ARC:
JOBSTREET CORPORATION BERHAD 1. COMPOSITION The Audit and Risk Committee ( ARC ) shall be appointed by the Directors from among their number (pursuant to a resolution of the Board of Directors) and shall
More informationADES International Holding Ltd (the Company )
ADES International Holding Ltd (the Company ) Terms of Reference of the Audit Committee (The Committee ) (approved at a meeting of the board of directors (the Board ) held on 9 May 2017) 1. Introduction
More informationCAPITAL ASSET MANAGEMENT LTD (THE COMPANY )
CAPITAL ASSET MANAGEMENT LTD (THE COMPANY ) AUDIT AND RISK COMMITTEE CHARTER 1. Purpose 1.1 The Audit and Risk Committee (hereinafter referred to as the Committee )assists the Board of Directors in fulfilling
More informationHeiTech Padu Berhad. The Board will be the main decision making forum at the Group level. It will consider the following:-
HeiTech Padu Berhad Board Charter Introduction The Board of Directors ( Board ) of HeiTech Padu Berhad is steadfast in its commitment in maintaining the highest standard of Corporate Governance. The Board
More informationAWE LIMITED ACN
AWE LIMITED ACN 077 897 440 AUDIT AND GOVERNANCE COMMITTEE CHARTER Page No. 1. Introduction 2 2. Objectives of the Committee 2 3. Authority of the Committee 3 4. Committee Responsibilities 3 5. Committee
More informationModule Practical Application Checklist:
Module Practical Application Checklist: MODULE 1 The Practical Application Checklists outline specific workplace tasks, by competency area, that CASB students are able to perform upon completion of each
More informationIOI CORPORATION BERHAD (Company No W) AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE
IOI CORPORATION BERHAD (Company No. 9027-W) AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE TERMS OF REFERENCE Page 1. Membership 1 2. Objectives 2 3. Authority 2 4. Duties and Responsibilities
More informationACCOUNTING AND UNIFORM COMPLIANCE GUIDELINES MANUAL FOR TOWNSHIPS
ACCOUNTING AND UNIFORM COMPLIANCE GUIDELINES MANUAL FOR TOWNSHIPS Issued By STATE BOARD OF ACCOUNTS STATE OF INDIANA Reissued 2006 Revised 2007 Revised 2008 Revised 2009 Revised 2010 TABLE OF CONTENTS
More informationRules of the Management Board of Ziggo NV (the Company)
Management board rules 20.03.2012 Rules of the Management Board of Ziggo NV (the Company) Effective as of March 20, 2011 Article 1 Authority of the Management Board 1.1 In performing its duties, the Management
More informationControl test under the EU Merger Regulation
EU China Trade Project (II) Workshop on DG Competition Procedures Beijing, 7 June 2011 Control test under the EU Merger Regulation JM. Carpi Badia Case Manager, Mergers (E.4) DG Competition, European Commission
More informationCorporate Governance Guidelines
Corporate Governance Guidelines The Board of Directors (the Board ) of (the Corporation ) has adopted these governance guidelines. The guidelines, in conjunction with the Corporation s articles of incorporation,
More informationAppendix D. Minimum Requirements For Developmental Resources For
Minimum For Developmental Resources For 2016 Request For Proposals For Long-Term Renewable Generation Resources For Entergy New Orleans, Inc. DRAFT Entergy Services, Inc. May 6July 13, 2016 MINIMUM REQUIREMENTS
More informationHF GROUP LIMITED BOARD CHARTER
The primary objective of the Group's Board Charter is to set out the responsibilities of the Board of Directors ("the Board") of HF Group and its subsidiaries. The Board of the Parent Company, HF Group,
More informationAUDIT AND RISK COMMITTEE TERMS OF REFERENCE. Approved February 2016
1. Constitution AUDIT AND RISK COMMITTEE TERMS OF REFERENCE Approved February 2016 It is hereby resolved that the Audit Committee of the Board of Alliance Trust PLC formed by resolution of the directors
More informationANGLIAN WATER SERVICES LIMITED (the Company ) 2014 CORPORATE GOVERNANCE CODE
PART A: THE MAIN PRINCIPLES OF THE CODE A B C Transparency i. Reporting will meet the standards set out in the Disclosure and Transparency Rules insofar as those rules can sensibly be applied to an unlisted
More informationGerman Corporate Governance Code
as amended on June 12, 2006 (convenience translation) Government Commission German Corporate Governance Code 1. Foreword 1 This German Corporate Governance Code (the "Code") presents essential statutory
More informationTERMS OF REFERENCE FOR THE BOARD OF DIRECTORS AND THE MANAGEMENT OF SA SA INTERNATIONAL HOLDINGS LIMITED
TERMS OF REFERENCE FOR THE BOARD OF DIRECTORS AND THE MANAGEMENT OF SA SA INTERNATIONAL HOLDINGS LIMITED (together with its subsidiaries, the COMPANY unless the context otherwise requires) A. INTRODUCTION
More informationAudit and Risk Committee Charter
Audit and Risk Committee Charter Pyrolyx AG (Company) Adopted by the Supervisory Board on 11 July 2017 3403640-v2\SYDDMS Audit and Risk Committee charter Contents 1 Purpose and authority 1 1.1 Purpose...
More informationBOARD CHARTER. Kogan.com Limited ACN
BOARD CHARTER Kogan.com Limited ACN 612 447 293 Kogan.com Limited Board Charter Arnold Bloch Leibler TABLE OF CONTENTS Page no. 1 Definitions and interpretation... 1 1.1 Definitions... 1 2 Board of directors...
More informationCorporate and Business Law (VNM) (F4) December 2015 to June 2016
Corporate and Business Law (VNM) (F4) December 2015 to June 2016 This syllabus and study guide is designed to help with planning study and to provide detailed information on what could be assessed in any
More informationSyllabus for Recruitment Examination of Post Graduate Teacher SUBJECT: - BUSINESS ADMINISTRATION
Syllabus for Recruitment Examination of Post Graduate Teacher SUBJECT: - BUSINESS ADMINISTRATION Unit I: - Nature and Purpose of Business:- Concept of Business; Business, Profession and Employment -meaning
More informationContents ADJUSTING THE ACCOUNTS. Analyze Accounts and Prepare Adjusting Entries 43. Learning Goal 4: Explain the Meaning of Accounting Period 7
Contents Review The Essential Accounts for a Corporation 1 The Accounts For a Corporation 1 Equity Accounts 1 Corporate Financial Statements: Quick Review 2 SECTION I Goal 1: ADJUSTING THE ACCOUNTS Explain
More informationDoing technology business in Germany
Financial institutions Energy Infrastructure, mining and commodities Transport Technology and innovation Life sciences and healthcare Doing technology business in Germany Contents Doing technology business
More informationJ&P OMAN COMPANY ORGANISATION P.110 PROCEDURE. Page: 1 of 16. Document Title: Issue Date: 13/04/2014. Revision Date: 06/06/2016 Revision No.
OMAN PROCEDURE Page: 1 of 16 Title: Issue Date: 13/04/2014 Revision Date: 06/06/2016 Revision No.: 2 Issued By: QESH Controller Approved By: QESH Management Representative Approved By: Company QESH Management
More informationResearch environment ( 13.2, 23 )
5. ACTION PLAN After analysing internal documents and survey results, necessary milestones have been identified, which will mark a significant change in a development of HR objectives and will improve
More informationCorporate and Business Law (LW) (ENG) Syllabus and study guide
September 2018 to August 2019 Corporate and Business Law (LW) (ENG) Syllabus and study guide Guide to structure of the syllabus and study guide Overall aim of the syllabus This explains briefly the overall
More informationBasic Policy on Proxy Voting
Basic Policy on Proxy Voting We vote proxies for the purpose of seeking to maximize the interests of our clients (investors) and beneficiaries over time, acknowledging the importance of corporate governance,
More informationTerms of Reference for the Audit and Risk Committee (the Committee )
Terms of Reference for the Audit and Risk Committee (the Committee ) Amended and approved by the Board on 12 April 2016 Table of Contents 1. Background... 1 2. The Committee s Duties... 1 3. Composition...
More informationCorporate and Business Law (ENG) (F4) September 2016 to August 2017
Corporate and Business Law (ENG) (F4) September 2016 to August 2017 This syllabus and study guide is designed to help with planning study and to provide detailed information on what could be assessed in
More informationREQUEST FOR PROPOSAL FOR DEVELOPMENT OF CITY-OWNED PROPERTY WITHIN THE BAYBORO HARBOR COMMUNITY REDEVELOPMENT AREA
REQUEST FOR PROPOSAL FOR DEVELOPMENT OF CITY-OWNED PROPERTY WITHIN THE BAYBORO HARBOR COMMUNITY REDEVELOPMENT AREA Issue Date APRIL 20, 2014 Due Date 1:00 P.M. Local Time MAY 20, 2014 v3 RFP 4th at 11th
More informationARTICLES OF ASSOCIATION OF THE SECRETARIAT OF THE STEERING COMMITTEE OF THE EASTERN PARTNERSHIP CIVIL SOCIETY FORUM INTERNATIONAL NON-PROFIT
ARTICLES OF ASSOCIATION OF THE SECRETARIAT OF THE STEERING COMMITTEE OF THE EASTERN PARTNERSHIP CIVIL SOCIETY FORUM INTERNATIONAL NON-PROFIT ASSOCIATION REGISTERED IN BELGIUM Article I. GENERAL PROVISIONS
More informationManagement Board Terms of Reference
Management Board Terms of Reference 1. Constitution This Board is established by Board of Directors as the senior operational board of the Royal United Hospitals Bath NHS Foundation Trust. 2. Terms of
More informationIOI PROPERTIES GROUP BERHAD (Company No A) AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE
IOI PROPERTIES GROUP BERHAD (Company No. 1035807-A) AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE TERMS OF REFERENCE Page 1. Membership 1 2. Objectives 1 3. Authority 2 4. Duties and Responsibilities
More informationZPG PLC (THE COMPANY) AUDIT COMMITTEE - TERMS OF REFERENCE adopted by the Board on 6 July 2017
1. BACKGROUND ZPG PLC (THE COMPANY) AUDIT COMMITTEE - TERMS OF REFERENCE adopted by the Board on 6 July 2017 1.1 The board of directors (the Board) has resolved to establish an Audit Committee (the Committee).
More informationINFORMATION ON WORK PLACEMENTS
INFORMATION ON WORK PLACEMENTS BACKGROUND Due to increased demand, there is a growing shortage of articling positions for students seeking to be licensed to practice law in Ontario. In November 2012, the
More informationPRE-QUALIFICATION OF HARDWARE AND ELECTRICAL ITEMS SUPPLIERS FOR YEAR PRE-QUALIFICATION DOCUMENT
PRE-QUALIFICATION OF HARDWARE AND ELECTRICAL ITEMS SUPPLIERS FOR YEAR 2017-2019 PRE-QUALIFICATION DOCUMENT CATEGORY NO CATEGORY DESCRIPTION. RECEIPT NO. (attach receipt copy) July 2017-1 - CONTENTS 1.
More informationCORPORATE GOVERNANCE GUIDELINES
Enacted October 30, 2015 Revised June 28, 2017 CORPORATE GOVERNANCE GUIDELINES MARUBUN Corporation CHAPTER 1 GENERAL PROVISIONS 1-1.Purpose The purpose of these Guidelines is to provide for a basic framework
More informationThe Gym Group plc. (the Company ) Audit and Risk Committee - Terms of Reference. Adopted by the board on 14 October 2015 (conditional on Admission)
The Gym Group plc (the Company ) Audit and Risk Committee - Terms of Reference Adopted by the board on 14 October 2015 (conditional on Admission) 1. BACKGROUND The board of directors of the Company (the
More informationCorporate And Business Law (CYP) (F4) December 2017 to June 2018
Corporate And Business Law (CYP) (F4) December 2017 to June 2018 This syllabus and study guide is designed to help with planning study and to provide detailed information on what could be assessed in any
More information3.2 Delivery dates are approximate. However, a delivery time is binding if it is expressly agreed in writing as a firm deal.
General Terms and Conditions of BSS heavy machinery GmbH (hereinafter BSS) 1. Scope of the General Terms and Conditions 1.1 Any contract or any agreements based on such contracts concluded between BSS
More informationCode of Ethics Strata Community Australia (Qld)
A code of ethics to establish the principles that govern the conduct of Members of Strata Community Australia the context of the Body Corporate living environment. Explanatory Note This Code of Ethics
More informationFACEBOOK, INC. CORPORATE GOVERNANCE GUIDELINES (AMENDED AS OF JUNE 1, 2017)
FACEBOOK, INC. CORPORATE GOVERNANCE GUIDELINES (AMENDED AS OF JUNE 1, 2017) Facebook s Board of Directors has adopted these Corporate Governance Guidelines to reflect the Board s strong commitment to sound
More informationCORPORATE GOVERNANCE GUIDELINE
FEBRUARY 2013 CORPORATE GOVERNANCE GUIDELINE 1.0 INTRODUCTION The Central Bank of Barbados (Bank), in furtherance of its responsibility for the regulation and supervision of licensees under the Financial
More informationMALIN CORPORATION PLC CORPORATE GOVERNANCE GUIDELINES. Adopted on 3 March 2015 and Amended on 26 May 2015
MALIN CORPORATION PLC CORPORATE GOVERNANCE GUIDELINES Adopted on 3 March 2015 and Amended on 26 May 2015 The following Corporate Governance Guidelines (the "Guidelines") and Schedule of Matters reserved
More informationFACEBOOK, INC. CORPORATE GOVERNANCE GUIDELINES (AMENDED AS OF MAY 31, 2018)
FACEBOOK, INC. CORPORATE GOVERNANCE GUIDELINES (AMENDED AS OF MAY 31, 2018) Facebook s Board of Directors has adopted these Corporate Governance Guidelines to reflect the Board s strong commitment to sound
More informationThe objectives of the Association are, at the national and the international level:
ARRIGE BY-LAWS Nota bene : This is an English translation of the original bylaws filed in French, which consist in the only valid bylaws in any event. In other words, this translated version is for better
More informationVoting Policy for general meetings
for general meetings The principles below represent the Voting Policy for general meetings for the investment funds managed by Deka Investment GmbH, Deka International S.A. and International Fund Management
More information4. Organic documents. Please provide an English translation of the company s charter, by-laws and other organic documents.
Commitment to Good Corporate Governance 1. Ownership structure. Please provide a chart setting out the important shareholdings, holding companies, affiliates and subsidiaries of the company. If the company
More informationAUDIT COMMITTEE REPORT
68 INTERSERVE ANNUAL REPORT 2014 GOVERNANCE GOVERNANCE ANNE FAHY Chair of the Audit Committee INTRODUCTION FROM THE AUDIT COMMITTEE CHAIR I am pleased to present, on behalf of the Board, our Audit Committee
More informationCorporate and Business Law (ENG) (F4) September 2015 (for CBE exams from 23 September 2015) to August 2016
Corporate and Business Law (ENG) (F4) September 2015 (for CBE exams from 23 September 2015) to August 2016 This syllabus and study guide is designed to help with planning study and to provide detailed
More informationUnaudited pro forma condensed combined financial statements
nancial information British Telecommunications plc and subsidiaries Introduction The following unaudited pro forma condensed combined statements of operations for the years ended 31 March 2001, 2000 and
More informationIdaho PTE Business Education Course with Essential Learning Outcomes and Learning Indicators
A course designed to emphasize accounting principles as they relate to the basic understanding and skills required in keeping manual and computerized financial records for a business. Emphasis is on providing
More informationFile No: PERMANENT AUDIT FILE INDEX Annual update confirmation. Business details 1. Background to client
Client: Year/Period End: PERMANENT AUDIT FILE INDEX Annual update confirmation Business details 1. Background to client 2. Financial History 3. Register of laws and regulations 4. Related parties 5. Group
More information1/9. Terms of reference for the Audit and Risk Commitee TERRA MAURICIA LTD. Terms of reference for the Audit and Risk Commitee
1/9 TERRA MAURICIA LTD Terms of reference for the Audit and Risk Commitee 2/9 3/9 1. Constitution It is hereby established an Audit and Risk Committee ( Committee ) that shall assist the board in discharging
More informationVolunteering Victoria. Board Charter. Directors Code of Conduct
Volunteering Victoria Board Charter And Directors Code of Conduct Contents 1. Introduction and governance principles... 4 2. Role of the Board... 4 2.1 Overall role... 4 2.2 Board term and composition...
More informationCommercial Register System
Commercial Register System Article I: The Ministry of Commerce sets a record in the cities determined by the decision of the Minister of Commerce to cover all regions of the Kingdom, to restrict the names
More informationAssociation LATVIAN PERFORMERS AND PRODUCERS ASSOCIATION ARTICLES OF ASSOCIATION
Translation from Latvian into English Association LATVIAN PERFORMERS AND PRODUCERS ASSOCIATION ARTICLES OF ASSOCIATION 2017 I GENERAL PROVISIONS 1. Latvian Performers and Producers Association (hereinafter
More informationDUTIES OF DIRECTORS. A director of a company shall not assign his office and any assignment so made shall be void.
DUTIES OF DIRECTORS Subject to the provisions of Companies act, 2013, a director of a company shall act in accordance with the articles of the company. A director of a company shall act in good faith in
More informationTHIS LONG TERM ARRANGEMENT FOR GOODS (this LTA-G ) is made between:
THIS LONG TERM ARRANGEMENT FOR GOODS (this LTA-G ) is made between: THE UNITED NATIONS CHILDREN'S FUND ( UNICEF ), an international inter-governmental organisation established by the General Assembly of
More informationLast update: 04/26/2004
Last update: 04/26/2004 Below you will find all the shareholders counter-motions on the agenda of the AGM being held on 5 May 2004 which we are required to make accessible and which were submitted by the
More informationAdopted by the State Duma on June 24, 1997 Approved by the Federation Council on July 3, 1997
FEDERAL LAW NO. 123-FZ OF JULY 21, 1997 ON THE PRIVATIZATION OF THE STATE PROPERTY AND ON THE PRINCIPLES OF PRIVATIZATION OF THE MUNICIPAL PROPERTY IN THE RUSSIAN FEDERATION (with the Amendments and Additions
More informationnrd;idg; gy;fiyf;fofk;
nrd;idg; gy;fiyf;fofk; UNIVERSITY OF MADRAS (Established under the Act of Incorporation XXVII of 1857- Madras University Act 1923) (State University) Accredited at the A Grade Level" by NAAC and Conferred
More informationCORPORATE PRESENTATION. Adding Value
CORPORATE PRESENTATION Adding Value We offer legal services in most commercial law practice areas. Our client relationships are based on a long-term per spective and our clients are primarily owners of
More informationEnglish Translation (For Information Purposes Only) CODE OF BEST CORPORATE PRACTICES. Introduction
English Translation (For Information Purposes Only) SCHEDULE A CODE OF BEST CORPORATE PRACTICES Introduction Upon the initiative of the Business Coordinating Council, the Corporate Governance Committee
More informationArticle 14 (Peaceful adjustment of situations) 141
Contents Foreword, by Edvard Hambro Preface to the Third Edition Abbreviations Used in the Footnotes v ix xix INTRODUCTION 1 Commentary: CHARTER OF THE UNITED NATIONS Preamble 19 I. Purposes and Principles
More informationWESDOME GOLD MINES LTD. MANDATE OF THE BOARD OF DIRECTORS
PURPOSE WESDOME GOLD MINES LTD. MANDATE OF THE BOARD OF DIRECTORS The fundamental responsibility of the Board of Directors (the Board ) of (the Company ) is to provide stewardship and governance over the
More information